OEPW / One Equity Partners Open Water I Corp - Class A - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

ONE EQUITY PARTN / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm233066-21sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* ONE EQUITY PARTNERS OPEN WATER I CORP. (Name of Issuer) Class A common stock, $0.0001 par value p

OEPW / One Equity Partners Open Water I Corp / OEP Open Water I Holdings, LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm236214d1sc13ga.htm SC 13G/A     10/1UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549       SCHEDULE 13G   UNDER THE SECURITIES EXCHANGE ACT OF 1934   (Amendment No. 1)*       One Equity Partners Open Water I Corp. (Name of Issuer)   Class A common stock, par value $0.0001 per share (Title of Class of Securities)   69237L105 (CUSIP Number)   December 31, 2022 (Da

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-39922 ONE EQUITY PARTNERS OPEN WATER I CORP. (Exact name of registrant

One Equity Partners Open Water I Corp. Obtains Stockholder Approval to Terminate Before Year-End

Exhibit 99.1 One Equity Partners Open Water I Corp. Obtains Stockholder Approval to Terminate Before Year-End NEW YORK, New York, December 1, 2022 - One Equity Partners Open Water I Corp. (Nasdaq: OEPW.U, OEPW and OEPWW) (the ?Company?) held a special meeting of stockholders on December 1, 2022, at 10:00 a.m., Eastern Time, at the offices of Kirkland & Ellis LLP, located at 601 Lexington Avenue, 5

Amendment to the Amended and Restated Certificate of Incorporation of One Equity Partners Open Water I Corp.

Exhibit 3.2 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ONE EQUITY PARTNERS OPEN WATER I CORP. Pursuant to Section 242 of the Delaware General Corporation Law ONE EQUITY PARTNERS OPEN WATER I CORP., a corporation existing under the laws of the State of Delaware (the ?Corporation?), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 1, 2022 One Equity Partners Open Water I Corp. (Exact name of registrant as specified in its charter) Delaware 001-39922 85-2827264 (State or other jurisdiction (Commission (

Amendment to the Amended and Restated Certificate of Incorporation of One Equity Partners Open Water I Corp.

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ONE EQUITY PARTNERS OPEN WATER I CORP. Pursuant to Section 242 of the Delaware General Corporation Law ONE EQUITY PARTNERS OPEN WATER I CORP., a corporation existing under the laws of the State of Delaware (the ?Corporation?), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ONE EQUITY PARTNERS OPEN WATER I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ?

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ?

One Equity Partners Open Water I Corp. Files Preliminary Proxy Statement to Obtain Stockholder Approval to Liquidate Early

Exhibit 99.1 One Equity Partners Open Water I Corp. Files Preliminary Proxy Statement to Obtain Stockholder Approval to Liquidate Early NEW YORK, NY, October 28, 2022 ? One Equity Partners Open Water I Corp. (NASDAQ: OEPW, OEPW.U, OEPW) (?OEPW? or the ?Company?), announced today that it has filed a preliminary proxy statement to seek stockholder approval to adopt amendments to its Amended and Rest

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2022 ONE EQUI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2022 ONE EQUITY PARTNERS OPEN WATER I CORP. (Exact name of registrant as specified in its charter) Delaware 001-39922 85-2827264 (State or other jurisdiction of (C

Press Release, dated October 28, 2022.

Exhibit 99.1 One Equity Partners Open Water I Corp. Files Preliminary Proxy Statement to Obtain Stockholder Approval to Liquidate Early NEW YORK, NY, October 28, 2022 ? One Equity Partners Open Water I Corp. (NASDAQ: OEPW, OEPW.U, OEPW) (?OEPW? or the ?Company?), announced today that it has filed a preliminary proxy statement to seek stockholder approval to adopt amendments to its Amended and Rest

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2022 ONE EQUITY PARTNERS OPEN WATER I CORP. (Exact name of registrant as specified in its charter) Delaware 001-39922 85-2827264 (State or other jurisdiction of (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Description of the Company’s securities.

? Exhibit 4.2 DESCRIPTION OF SECURITIES As of December 31, 2021, One Equity Partners Open Water I Corp. (?we,? ?our,? ?us? or the ?company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its units, each consisting of one Class A ordinary share and one-third of one redeemable warrant, (ii) Class

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

OEPW / One Equity Partners Open Water I Corp / CITADEL ADVISORS LLC - ONE EQUITY PARTNERS OPEN WATER I CORP. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* One Equity Partners Open Water I Corp (Name of Issuer) Class A common stock, $0.0001 par value per share (the ?Shares?) (Title of Class of

OEPW / One Equity Partners Open Water I Corp / Sculptor Capital LP - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ONE EQUITY PARTNERS OPEN WATER I CORP. (Name of Issuer) Class A Common Shares, par value $0.0001 per share (Title of Class of Securities) 68237L105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check th

OEPW / One Equity Partners Open Water I Corp / OEP Open Water I Holdings, LLC - SC 13G Passive Investment

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? ? ? SCHEDULE 13G ? UNDER THE SECURITIES EXCHANGE ACT OF 1934 ? (Amendment No.?)* ? ? ? One Equity Partners Open Water I Corp. (Name of Issuer) ? Class?A common stock, par value $0.0001 per share (Title of Class?of Securities) ? 69237L105 (CUSIP Number) ? December?31, 2021 (Date of Event Which Requires Filing of this St

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2022 ONE EQUITY PARTNERS OPEN WATER I CORP. (Exact name of registrant as specified in its charter) Delaware 001-39922 85-2827264 (State or other jurisdiction of (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2021 ONE EQUITY PARTNERS OPEN WATER I CORP. (Exact name of registrant as specified in its charter) Delaware 001- 39922 85-2827264 (State or other jurisdiction of incor

Stemming from SEC Guidance Concerning Balance Sheet Treatment of Warrants, One Equity Partners Open Water I Corp. Announces Receipt of NASDAQ Continued Listing Standard Notice

Exhibit 99.1 Stemming from SEC Guidance Concerning Balance Sheet Treatment of Warrants, One Equity Partners Open Water I Corp. Announces Receipt of NASDAQ Continued Listing Standard Notice New York, NY ? June 4, 2021 ? One Equity Partners Open Water I Corp. (NASDAQ: OEPW) (the ?Company?) today announced that it received a deficiency letter from the NASDAQ Capital Market (?NASDAQ?) relating to the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2021 ONE EQUITY PARTNERS OPEN WATER I CORP. (Exact name of registrant as specified in its charter) Delaware 001- 39922 85-2827264 (State or other jurisdiction of incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-39922 SEC FILE NUMBER ? 68237L 105 CUSIP NUMBER (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q and Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? T

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2021 ONE EQUITY PARTNERS OPEN WATER I CORP. (Exact name of registrant as specified in its charter) Delaware 001- 39922 85-2827264 (State or other jurisdiction of inc

One Equity Partners Open Water I Corp. Announces the Separate Trading of its Shares of Class A Common Stock and Warrants Commencing March 15, 2021

Exhibit 99.1 One Equity Partners Open Water I Corp. Announces the Separate Trading of its Shares of Class A Common Stock and Warrants Commencing March 15, 2021 March 12, 2021 ? One Equity Partners Open Water I Corp. (NASDAQ: OEPW.U) (the ?Company?) announced that, commencing March 15, 2021, holders of the units sold in the Company?s initial public offering of 34,500,000 units, completed on January

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Name of Issuer) SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ONE EQUITY PARTNERS OPEN WATER I CORP. (Name of Issuer) Class A common stock, par value

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Name of Issuer) SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ONE EQUITY PARTNERS OPEN WATER I CORP. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 68237L204** (CUSIP Number) February 24, 2021 (Date of Event Which Requires Filing of this Stat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) One Equity Partners Open Water I Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) (CUSIP Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) One Equity Partners Open Water I Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 68237L204** (CUSIP Number) February 5, 2021 Date of Event Which Requires Filing of the Statement Check the appropriate box to designate the rule pursuant to whic

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A common stock of One Equity Partners Open Water I Corp., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on

ONE EQUITY PARTNERS OPEN WATER I CORP.

Exhibit 99.1 ONE EQUITY PARTNERS OPEN WATER I CORP. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of January 26, 2021 F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of One Equity Partners Open Water I Corp. Opinion on the Financial Statement We have audited the accompanying b

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2021 ONE EQUITY PARTNERS OPEN WATER I CORP. (Exact name of registrant as specified in its charter) Delaware 001- 39922 85-2827264 (State or other jurisdiction of i

Private Placement Warrants Purchase Agreement between the Company and OEP Open Water I Holdings, LLC

Exhibit 10.1 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of January 21, 2021, is entered into by and among One Equity Partners Open Water I Corp., a Delaware corporation (the “Company”), and OEP Open Water I Holdings, LLC, a Delaware

Registration and Stockholder Rights Agreement among the Company, OEP Open Water I Holdings, LLC and certain directors of the Company

Exhibit 10.3 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January 21, 2021, is made and entered into by and among One Equity Partners Open Water I Corp., a Delaware corporation (the “Company”), OEP Open Water I Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed u

Administrative Services Agreement between the Company and OEP Open Water I Holdings, LLC

Exhibit 10.5 ONE EQUITY PARTNERS OPEN WATER I CORP. c/o OEP Open Water I Holdings LLC 510 Madison Avenue, 19th Floor New York, New York 10022 January 26, 2021 OEP Open Water I Holdings LLC 510 Madison Avenue, 19th Floor New York, New York 10022 Ladies and Gentlemen: This letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration st

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2021 (January 21, 2021) ONE EQUITY PARTNERS OPEN WATER I CORP. (Exact name of registrant as specified in its charter) Delaware 001- 39922 85-2827264 (State or othe

Underwriting Agreement among the Company and Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC

Exhibit 1.1 Execution Version 34,500,000 Units One Equity Partners Open Water I Corp. UNDERWRITING AGREEMENT January 21, 2021 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 RBC Capital Markets, LLC 200 Vesey Street, 9th Floor New York, NY 10281 As Representatives of the several Underwriters Ladies and Gentlemen: One Equity Partners Open Water I Corp., a Delaware corpor

Amended and Restated Certificate of Incorporation

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ONE EQUITY PARTNERS OPEN WATER I CORP. January 21, 2021 One Equity Partners Open Water I Corp. a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “One Equity Partners Open Water I Corp.” The original certificate of incorpo

Letter Agreement among the Company and OEP Open Water I Holdings, LLC and each of the officers and directors of the Company

Exhibit 10.4 January 21, 2021 One Equity Partners Open Water I Corp. c/o OEP Open Water I Holdings, LLC 510 Madison Avenue, 19th Floor New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among One Equity Partners Ope

Warrant Agreement between Continental Stock Transfer & Trust Company and the Company

Exhibit 4.1 WARRANT AGREEMENT between ONE EQUITY PARTNERS OPEN WATER I CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 26, 2021, is by and between One Equity Partners Open Water I Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacit

Investment Management Trust Account Agreement between Continental Stock Transfer & Trust Company and the Company

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 26, 2021 by and between One Equity Partners Open Water I Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File

PROSPECTUS ONE EQUITY PARTNERS OPEN WATER I CORP. 30,000,000 Units

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(4)  Registration No. 333-251925 PROSPECTUS $300,000,000 ONE EQUITY PARTNERS OPEN WATER I CORP. 30,000,000 Units One Equity Partners Open Water I Corp. is a newly formed blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one o

- FORM 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ONE EQUITY PARTNERS OPEN WATER I CORP.

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ONE EQUITY PARTNERS OPEN WATER I CORP. c/o OEP Open Water I Holdings, LLC 510 Madison Avenue, 19th Floor New York, New York 10022 January 19, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: One Equity Partners Open Water I Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed January 14, 2021 File No. 333-251

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ONE EQUITY PARTNERS OPEN WATER I CORP. c/o OEP Open Water I Holdings, LLC 510 Madison Avenue, 19th Floor New York, New York 10022 January 19, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: One Equity Partners Open Water I Corp. Registration Statement on Form S-1 File No. 333-251925 Ladies and Gentlemen: Pursuant to Ru

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Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 RBC Capital Markets, LLC 200 Vesey Street New York, New York 10281 January 19, 2021 VIA EMAIL & EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Electronics and Machinery 100 F Street, N.

- S-1/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 19, 2021 No.

Certificate of Incorporation of the Registrant.

Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “ONE EQUITY PARTNERS OPEN WATER I CORP.”, FILED IN THIS OFFICE ON THE FIRST DAY OF SEPTEMBER, A.D. 2020, AT 8:24 O’CLOCK P.M. /s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State 357

Form of Registration and Shareholder Rights Agreement among the Registrant, sponsor and the other parties thereto.

Exhibit 10.4 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January [ ], 2021, is made and entered into by and among One Equity Partners Open Water I Corp., a Delaware corporation (the “Company”), OEP Open Water I Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed

Form of Amended and Restated Certificate of Incorporation.

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ONE EQUITY PARTNERS OPEN WATER I CORP. [●], 2021 One Equity Partners Open Water I Corp. a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “One Equity Partners Open Water I Corp.” The original certificate of incorporation

Form of Underwriting Agreement.

Exhibit 1.1 34,500,000 Units One Equity Partners Open Water I Corp. UNDERWRITING AGREEMENT [●], 2021 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 RBC Capital Markets, LLC 200 Vesey Street, 9th Floor New York, NY 10281 As Representatives of the several Underwriters Ladies and Gentlemen: One Equity Partners Open Water I Corp., a Delaware corporation (the “Company”), pr

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January [ ], 2021 by and between One Equity Partners Open Water I Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, Fil

Securities Subscription Agreement, dated September 4, 2020, between the Registrant and the sponsor.

Exhibit 10.5 One Equity Partners Open Water I Corp. c/o OEP Open Water I Holdings, LLC 510 Madison Avenue, 19th Floor New York, New York 10022 September 9, 2020 OEP Open Water I Holdings, LLC 510 Madison Avenue, 19th Floor New York, New York 10022 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer OEP Open Water I Holdings, LLC (the “Subscriber” or “you”

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT between ONE EQUITY PARTNERS OPEN WATER I CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of January [ ], 2021, is by and between One Equity Partners Open Water I Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capaci

Specimen Unit Certificate.

Exhibit 4.1 NUMBER UNITS U- SPECIMEN UNIT CERTIFICATE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] ONE EQUITY PARTNERS OPEN WATER I CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THATis the owner ofUnits. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per

Promissory Note, dated September 4, 2020, issued to the sponsor by the Registrant.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Specimen Warrant Certificate.

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW One Equity Partners Open Water I Corp. Incorporated Under the Laws of the State of Delaware CUSIP [●] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is

Specimen Class A Common Stock Certificate.

Exhibit 4.2 NUMBER C- SHARES SPECIMEN CLASS A COMMON STOCK CERTIFICATE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] ONE EQUITY PARTNERS OPEN WATER I CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF ONE EQUITY PARTNERS OPEN WATER I

Form of Administrative Services Agreement between the Registrant and the sponsor.

Exhibit 10.8 ONE EQUITY PARTNERS OPEN WATER I CORP. c/o OEP Open Water I Holdings, LLC 510 Madison Avenue, 19th Floor New York, New York 10022 January [ ], 2021 OEP Open Water I Holdings, LLC 510 Madison Avenue, 19th Floor New York, New York 10022 Ladies and Gentlemen: This letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration

Form of Indemnification Agreement.

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January [ ], 2021, by and between One Equity Partners Open Water I Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with ad

Form of Letter Agreement among the Registrant, its officers, directors and the sponsor.

Exhibit 10.2 January [ ], 2021 One Equity Partners Open Water I Corp. c/o OEP Open Water I Holdings, LLC 510 Madison Avenue, 19th Floor New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among One Equity Partners Op

Form of Private Placement Warrants Purchase Agreement between the Registrant and sponsor.

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of January [ ], 2021, is entered into by and among One Equity Partners Open Water I Corp., a Delaware corporation (the “Company”), and OEP Open Water I Holdings, LLC, a Delawar

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TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 14, 2021 No.

AMENDED AND RESTATED BY LAWS OF ONE EQUITY PARTNERS OPEN WATER I CORP. (THE “CORPORATION”) Article I OFFICES

Exhibit 3.3 AMENDED AND RESTATED BY LAWS OF ONE EQUITY PARTNERS OPEN WATER I CORP. (THE “CORPORATION”) Article I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corpor

Consent of Robert Sivitilli.*

Exhibit 99.2 CONSENT OF ROBERT SIVITILLI One Equity Partners Open Water I Corp. (the “Company”) intends to file a Registration Statement on Form S-1(together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consent

Consent of Gregory Belinfanti.*

Exhibit 99.5 CONSENT OF GREGORY BELINFANTI One Equity Partners Open Water I Corp. (the “Company”) intends to file a Registration Statement on Form S-1(together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby conse

Consent of Emiko Higashi.*

EX-99.4 6 tm2031168d3ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 CONSENT OF EMIKO HIGASHI One Equity Partners Open Water I Corp. (the “Company”) intends to file a Registration Statement on Form S-1(together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933,

Consent of Paul (Chip) Schorr.*

EX-99.6 8 tm2031168d3ex99-6.htm EXHIBIT 99.6 Exhibit 99.6 CONSENT OF PAUL (CHIP) SCHORR One Equity Partners Open Water I Corp. (the “Company”) intends to file a Registration Statement on Form S-1(together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1

Consent of Lori Lutey.*

Exhibit 99.1 CONSENT OF LORI LUTEY One Equity Partners Open Water I Corp. (the “Company”) intends to file a Registration Statement on Form S-1(together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to b

Consent of Neil Kurtz, M.D.*

Exhibit 99.3 CONSENT OF NEIL KURTZ One Equity Partners Open Water I Corp. (the “Company”) intends to file a Registration Statement on Form S-1(together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to b

Form S-1

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 6, 2021 No.

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TABLE OF CONTENTS This is a confidential draft submission to the United States Securities and Exchange Commission on September 18, 2020 under the Securities Act of 1933, as amended.